Table of Contents
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FRONT COVER
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TABLE OF CONTENTS
2016 PROXY SUMMARY
PROXY STATEMENT - VOTING PROCEDURES
ITEM 1. ELECTION OF DIRECTORS
INFORMATION ABOUT NOMINEES FOR DIRECTOR
THE BOARD OF DIRECTORS AND EDGEWELL’S CORPORATE GOVERNANCE
STANDING COMMITTEES AND MEETINGS
CORPORATE GOVERNANCE, RISK OVERSIGHT AND DIRECTOR INDEPENDENCE
DIRECTOR COMPENSATION
ITEM 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR
AUDIT COMMITTEE REPORT
EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
COMPENSATION POLICIES AND PRACTICES AS THEY RELATE TO RISK MANAGEMENT
NOMINATING AND EXECUTIVE COMPENSATION COMMITTEE REPORT
EQUITY COMPENSATION PLAN INFORMATION
SUMMARY COMPENSATION TABLE
GRANTS OF PLAN-BASED AWARDS
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
OPTION EXERCISES AND STOCK VESTED
PENSION BENEFITS
NON-QUALIFIED DEFERRED COMPENSATION
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
ITEM 3. APPROVAL OF EXECUTIVE OFFICER BONUS PLAN PERFORMANCE-BASED CRITERIA
ITEM 4. ADVISORY VOTE ON EXECUTIVE COMPENSATION
STOCK OWNERSHIP INFORMATION
FIVE PERCENT OWNERS OF COMMON STOCK
OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS
ADDITIONAL INFORMATION
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
OTHER BUSINESS
DELIVERY OF DOCUMENTS
SHAREHOLDER PROPOSALS FOR 2018 ANNUAL MEETING
EXHIBIT A : AMENDED AND RESTATED EXECUTIVE OFFICER BONUS PLAN
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